Terms of Service

Effective Date: January 2025 | Version 1.0

1. Introduction

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Client", "you", or "your") and Harper Automation Ltd, a company registered in England and Wales ("Harper", "we", "us", or "our").

By engaging Harper's services, signing an Order Form, or accessing our platform, you agree to be bound by these Terms, together with our:

These documents collectively form the "Agreement".

2. Definitions

"Agreement" means these Terms together with the DPA, AUP, SLA, Privacy Policy, and any Order Form.

"Client Data" means all data, content, and information uploaded, transmitted, or processed through our Services by or on behalf of Client.

"Deliverables" means custom software, systems, or configurations developed for Client under an Order Form.

"Harper Credits" means prepaid usage allocation included in subscription plans, where 1 credit = £0.01 value.

"Order Form" means a signed document specifying the Services, fees, and terms for a particular engagement.

"Services" means the AI products, custom software development, consulting services, and platform access provided by Harper.

"Usage" means billable actions including SMS, voice calls, AI messages, emails, and premium integrations processed through our platform.

3. Services

3.1 Service Categories

Harper provides:

(a) AI Products - Pre-built automation solutions including:

(b) Custom Software - Bespoke development including:

(c) AI Growth Consulting - Advisory services including:

3.2 Platform Access

Where Services include platform access, Client receives a subaccount on our hosted infrastructure. Platform access is subject to the Acceptable Use Policy and our upstream infrastructure provider terms.

3.3 Service Activation

Services are activated upon:

4. Pricing, Billing & Payment

4.1 Fee Structure

Fees may include:

(a) Setup Fees - One-time fees for initial configuration, development, and onboarding. Setup fees are non-refundable once work has commenced.

(b) Subscription Fees - Monthly or annual recurring fees for platform access, support, and included credits.

(c) Usage Fees - Charges for usage beyond included credits, or Pay-As-You-Go usage at published rates.

(d) Consulting Fees - Fees for advisory and development services as specified in Order Forms.

4.2 Harper Credits

Subscription plans include a monthly allocation of Harper Credits:

Plan Monthly Fee Included Credits
Starter £297 750
Growth £597 2,500
Scale £1,497 12,000
Partner £2,997 35,000
Enterprise £5,997 120,000
Enterprise Plus From £9,997 Custom

Credit value: 1 credit = £0.01

Credit expiration: Unused credits do NOT roll over to the next billing period and are forfeited at the end of each month.

Overages: Usage exceeding included credits is automatically billed at published overage rates.

4.3 Price Changes

(a) Subscription & Credit Rates: We will provide at least 30 days' written notice before any increase to subscription fees or credit rates. Notice will be sent to your registered email address.

(b) Usage Rates: We will provide at least 14 days' notice before changes to Pay-As-You-Go or overage rates.

(c) Annual Plans: For annual prepaid subscriptions, price changes take effect at renewal. We will provide at least 60 days' notice before renewal.

(d) Objection: If you object to a price increase, you may terminate the Agreement by providing written notice before the new pricing takes effect.

4.4 Payment Terms

(a) Due Date: Invoices are due on receipt unless otherwise stated.

(b) Method: Payment is accepted via card (Visa, Mastercard, Amex) or Direct Debit, processed through our payment processor.

(c) Late Payment: Overdue amounts accrue interest at 2% per month (or the maximum permitted by law, if lower).

(d) Suspension: We may suspend Services if payment is more than 14 days overdue, after providing written notice.

(e) Collection Costs: You are responsible for reasonable costs of collection, including legal fees, for amounts not paid when due.

4.5 Taxes

All fees are exclusive of VAT and other applicable taxes. You are responsible for all taxes associated with your use of the Services, except for taxes on Harper's income.

5. Term, Renewal & Cancellation

5.1 Term

(a) Monthly Plans: Month-to-month from the date of activation, continuing until cancelled.

(b) Annual Plans: 12-month commitment from the date of activation, renewing automatically unless cancelled.

(c) Project-Based: For one-time consulting or development work, the term is the project duration specified in the Order Form.

5.2 Renewal

(a) Automatic Renewal: Subscription plans renew automatically at the end of each term at the then-current rates.

(b) Cancellation Notice:

5.3 Cancellation by Client

(a) Notice Required: To cancel, you must provide 30 days' written notice to [email protected].

(b) Effective Date: Cancellation takes effect at the end of the current billing period.

(c) No Refunds: Fees already paid are non-refundable. No refunds are provided for partial months or unused portions of annual subscriptions.

(d) Credits Forfeited: Unused Harper Credits are forfeited upon cancellation.

5.4 Termination for Cause

Either party may terminate immediately upon written notice if:

(a) The other party materially breaches the Agreement and fails to cure within 14 days of receiving written notice;

(b) The other party becomes insolvent, makes an assignment for creditors, or enters bankruptcy or administration.

Harper may terminate or suspend immediately without notice if:

(c) Client violates the Acceptable Use Policy;

(d) Client's use poses a security risk or legal liability to Harper or third parties;

(e) Payment is more than 30 days overdue.

5.5 Effect of Termination

Upon termination:

(a) Your right to access the Services ends immediately;

(b) Client Data will be available for export for 30 days following termination, after which it will be deleted;

(c) All outstanding fees become immediately due;

(d) The following provisions survive: Intellectual Property, Confidentiality, Limitation of Liability, Indemnification, and Governing Law.

6. Intellectual Property

6.1 Harper's Intellectual Property

Harper retains all right, title, and interest in:

(a) The platform, including all code, workflows, templates, and underlying technology;

(b) Pre-existing materials, methodologies, and tools used in providing Services;

(c) Generic components of Deliverables that are not specific to Client.

6.2 License to Client

Subject to this Agreement, Harper grants Client a non-exclusive, non-transferable license to use the Services and Deliverables for Client's internal business purposes during the term. This license terminates upon Agreement termination.

6.3 Client's Intellectual Property

Client retains all right, title, and interest in Client Data. Client grants Harper a limited license to use Client Data solely as necessary to provide the Services.

6.4 Custom Deliverables

For custom software and Deliverables:

(a) Harper retains ownership of all source code and underlying systems;

(b) Client receives a perpetual license to use the Deliverables for business purposes if explicitly stated in the Order Form;

(c) Harper may reuse generic components, techniques, and learnings for other clients.

6.5 Feedback

If Client provides suggestions or feedback about the Services, Harper may use such feedback without obligation or compensation to Client.

7. Confidentiality

7.1 Definition

"Confidential Information" means non-public information disclosed by either party, including business plans, pricing, client lists, technical specifications, and any information marked as confidential.

Confidential Information does not include information that:

7.2 Obligations

Each party agrees to:

7.3 Duration

Confidentiality obligations continue for 3 years following termination of this Agreement.

8. Data Protection

8.1 Roles

Where Harper processes personal data on Client's behalf:

8.2 Data Processing Agreement

The processing of personal data is governed by our Data Processing Agreement, which is incorporated by reference.

8.3 Compliance

Each party will comply with applicable data protection laws, including the UK GDPR, EU GDPR, and other relevant regulations.

9. Warranties

9.1 Harper's Warranties

Harper warrants that:

(a) Services will be provided with reasonable skill and care consistent with industry standards;

(b) Services will materially conform to their documentation;

(c) Harper will comply with applicable laws in providing the Services.

9.2 Client's Warranties

Client warrants that:

(a) Client has authority to enter this Agreement and perform its obligations;

(b) Client Data has been lawfully collected and Client has the right to provide it to Harper;

(c) Client's use of the Services will comply with all applicable laws and the Acceptable Use Policy.

9.3 Disclaimers

EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT:

(a) SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND;

(b) HARPER DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE;

(c) HARPER DOES NOT WARRANT THE ACCURACY OR SUITABILITY OF AI-GENERATED OUTPUTS;

(d) HARPER DOES NOT WARRANT THE PERFORMANCE OF THIRD-PARTY INTEGRATIONS OR SERVICES.

10. Limitation of Liability

10.1 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, HARPER'S TOTAL LIABILITY FOR ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:

(a) The total fees paid by Client in the 12 months preceding the claim; or

(b) £10,000.

This cap applies regardless of the form of action, whether in contract, tort, strict liability, or otherwise.

10.2 Exclusion of Damages

NEITHER PARTY SHALL BE LIABLE FOR ANY:

Even if advised of the possibility of such damages.

10.3 Exceptions

The limitations in this Section 10 do not apply to:

(a) Fraud or fraudulent misrepresentation;

(b) Death or personal injury caused by negligence;

(c) Breach of confidentiality obligations;

(d) Client's payment obligations;

(e) Wilful misconduct or gross negligence;

(f) Liabilities that cannot be limited by applicable law.

10.4 Reasonableness

The parties acknowledge that the limitations in this Section 10 are reasonable given the nature of the Services and the fees charged.

11. Indemnification

11.1 Client Indemnification

Client shall indemnify, defend, and hold harmless Harper from any claims, losses, and expenses (including reasonable legal fees) arising from:

(a) Client Data, including claims that Client Data infringes third-party rights;

(b) Client's violation of the Acceptable Use Policy;

(c) Client's breach of applicable laws;

(d) Claims by Client's end-users or customers.

11.2 Harper Indemnification

Harper shall indemnify, defend, and hold harmless Client from any claims that the Services (excluding Client Data and third-party components) infringe a third party's intellectual property rights, provided that:

(a) Client promptly notifies Harper of the claim;

(b) Harper has sole control of the defence and settlement;

(c) Client provides reasonable cooperation.

Harper's liability under this indemnity is subject to the overall liability cap in Section 10.

11.3 Indemnification Process

The party seeking indemnification must:

12. Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to:

The affected party must:

If the force majeure event continues for more than 30 days, either party may terminate the affected Services upon written notice.

13. Governing Law & Disputes

13.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of law principles.

13.2 Jurisdiction

The parties submit to the exclusive jurisdiction of the courts of England and Wales for any dispute arising under or in connection with this Agreement.

13.3 Dispute Resolution

Before commencing legal proceedings, the parties shall:

(a) Attempt to resolve disputes through good faith negotiation for at least 14 days;

(b) If unresolved, either party may propose mediation through CEDR or a mutually agreed mediator;

(c) If mediation is unsuccessful or declined, either party may proceed to litigation.

14. General Provisions

14.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, representations, and understandings.

14.2 Amendment

This Agreement may only be amended in writing signed by authorised representatives of both parties, or by Harper providing 30 days' notice of updated Terms (which you accept by continuing to use the Services).

14.3 Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable.

14.4 Waiver

Failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or the right to enforce it subsequently.

14.5 Assignment

Client may not assign or transfer this Agreement without Harper's prior written consent. Harper may assign this Agreement to an affiliate or successor in connection with a merger, acquisition, or sale of assets.

14.6 Third-Party Rights

Except as expressly stated, nothing in this Agreement creates rights enforceable by any person who is not a party.

14.7 Notices

Notices under this Agreement must be in writing and sent to:

Notices are deemed received when sent by email (unless the sender receives a non-delivery notification).

15. Contact Information

Harper Automation Ltd

Email: [email protected]
Website: harperautomation.co.uk

For legal notices: [email protected]

Last updated: January 2025